UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
November 11, 2014
Information Statement Pursuant to Section 14(c) Of the Securities
Exchange Act of 1934
X Filed by the registrant
Filed by a party other than the registrant
Check the appropriate box:
X Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
Definitive Information Statement
Urban Television Network Corporation
(Name of Registrant as Specified In Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.
3) Filing Party:
4) Date Filed:
SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange
Act of 1934 as amended
Urban Television Network Corporation
1315 N. Bullis Rd, Suite 6
Compton, California 90221
GENERAL INFORMATION
This Information Statement (the "Information Statement") has been filed
with the Securities and Exchange Commission and is being furnished, pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to the holders (the "Stockholders") of the common stock, par value
$.0001 per share (the "Common Stock"), of Urban Television Network Corporation.
, a Nevada Corporation (the "Company"), to notify such Stockholders that on or
about November 11, 2014 the Company received written consents in lieu of a
meeting of Stockholders from its Chairman to authorize the Company's Board of
Directors to approve the following:
(1) to change the name of the Company to "Punch TV Studios Inc."
(the "Name Change").
On November 11, 2014 the Board of Directors of the Company approved the
Name Change, subject to Stockholder approval. The Majority Stockholders
approved the Name Change by written consent in lieu of a meeting on November
11, 2014. Accordingly, your consent is not required and is not being solicited
in connection with the approval of the Name Change. The Name Change will
become effective when we file the Certificate of Amendment (the "Amendment")
with the Secretary of State of the State of Nevada twenty (20) days after the
DefinitiveInformation Statement is filed and mailed to Stockholders of Record.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Date: November 11, 2014
From the Board of Directors of
Urban Television Network Corporation.
By: /s/ Joseph Collins
Joseph Collins
Chief Executive Officer and Director
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RECOMMENDATION OF THE BOARD OF DIRECTORS
ACTIONS TO BE TAKEN
ACTION I - NAME CHANGE
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY
The Board of Directors has determined that since the Company intends to
focus on the production of new shows, the merchandising and licensing, the
development of new television networks, and the syndication and distribution of
other media products, the Name Change better reflects the nature of the
Company's new business direction.
Purpose of the Name Change
On November 11, 2014, the Company's Board of Directors and the Majority
Stockholders owning a majority of the Company's voting securities approved a
resolution authorizing the Company to amend the Articles of Incorporation to
change the Company's name to Punch TV Studios Inc. The Board believes that the
Name Change better reflects the nature of the Company's anticipated operations.
Amended Certificate of Incorporation
Upon the effectiveness and on the date that is twenty (20) days
following the mailing of this Information Statement, the Board of Directors
shall have the Company's Certificate of Amendment to the Articles of
Incorporation filed with the State of Nevada in order to effect the name change
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The Company shall provide, without charge, to each person to whom an
Information Statement is delivered, upon written or oral request of such person
and by first class mail or other equally prompt means within one (1) business
day of receipt of such request, a copy of any and all of the information that
has been incorporated by reference in the Information Statement (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Information Statement incorporates), and the address and telephone numbers
to which such a request is to be directed.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, none of the
following persons have any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
1. any director or officer of our Company since November 11, 2014 being
the commencement of our last completed financial year;
2. any proposed nominee for election as a director of our Company; and
3. any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in
the section entitled "Security Ownership of Certain Beneficial Owners and
Management." To our knowledge, no director has advised that he intends to
oppose the Name Change as more particularly described herein.
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 200,000,000 shares of Common
Stock, par value $0.0001 per share, of which 130,000,000 shares are outstanding
as of November 11, 2014 (the "Record Date"). In addition, as of November 11,
2014 Joseph Collins was given as a part of his employment agreement 200,000
shares of the Company's Preferred Stock issued and outstanding, with his
Preferred Stock is entitled to 650 votes per share.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Company's common stock owned on the Record Date by (i) each who
is known by the Company to own beneficially more than 5% of its outstanding
Common Stock, (ii) each director and officer, and (iii) all officers and
directors as a group:
Name of Beneficial Owner Number of Preferred Percent of Class
Shares Owned
___________________________________________________________________________
Joseph Collins, CEO 200,000
650 votes per share 65.00%
___________________________________________________________________________
Directors and Officers Total 200,000 65.00%
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DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no right under Nevada Corporate Law, the
Company's Articles of Incorporation consistent with above, or ByLaws to dissent
from any of the provisions adopted in the Amendment.
EFFECTIVE DATE OF NAME CHANGE
Pursuant to Rule 14c-2 under the Exchange Act, the Name Change shall
not be filed with the Secretary of State of Nevada until a date at least twenty
(20) days after the date on which this Information Statement has been mailed to
the Stockholders. The Company anticipates that the action contemplated hereby
will be effected on or about the close of business on January 6, 2015
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the above
action. Your consent to the above action is not required and is not being
solicited in connection with this action. This Information Statement is
intended to provide our Stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
Urban Television Network Corporation has duly caused this report to be signed
by the undersigned hereunto authorized.
Urban Television Network Corporation
By: /s/ Joseph Collins
Joseph Collins
President, CEO, Treasurer and Director
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